Eaton (ETN) officer withholds shares to pay taxes on vested awards

Rhea-AI Filing Summary

Eaton Corp plc officer Antonio Galvao reported tax-related share withholdings, not open-market trades. On February 26, 2026, 340 ordinary shares at $372.96 and 39 shares at $367.49 were disposed to cover taxes due on vested performance share awards and restricted stock units. After these withholdings, he directly holds 9,600 ordinary shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Galvao Antonio

(Last) (First) (Middle)

1000 EATON BOULEVARD

(Street)

CLEVELAND OH 44122

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Eaton Corp plc [ ETN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks below.

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	02/26/2026		F		340(1)	D	$372.96	9,639	D
Ordinary Shares	02/26/2026		F		39(2)	D	$367.49	9,600	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to cover taxes incurred in connection with the settlement of the performance share awards that vested February 25, 2026.

2. Represents shares withheld to cover taxes incurred in connection with the settlement of the restricted stock units that vested February 26, 2026.

Remarks:

President - Mobility Group of Eaton Corporation, a subsidiary of the Issuer.

	/s/ Heejin Jun, as Attorney-in-Fact	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Eaton (ETN) officer Antonio Galvao report?

Antonio Galvao reported dispositions of Eaton ordinary shares to cover tax obligations. The transactions relate to share awards that vested in late February 2026, and were structured as share withholdings rather than open-market sales by the officer.

How many Eaton (ETN) shares were used to cover taxes in this Form 4?

A total of 379 Eaton ordinary shares were withheld to cover taxes. This includes 340 shares at $372.96 and 39 shares at $367.49, tied to vested performance share awards and restricted stock units for the reporting officer.

Were the Eaton (ETN) insider transactions open-market sales?

No, the reported Eaton transactions were not open-market sales. They are coded as “F,” indicating shares were disposed of to satisfy tax liabilities triggered by the vesting and settlement of equity awards granted to the officer.

What do the Form 4 footnotes say about the Eaton (ETN) share dispositions?

The footnotes explain the shares represent amounts withheld to cover taxes. One block relates to performance share awards vested on February 25, 2026, and the other to restricted stock units vested on February 26, 2026, both settled in Eaton ordinary shares.

How many Eaton (ETN) shares does Antonio Galvao hold after these transactions?

After the tax-withholding dispositions, Antonio Galvao directly holds 9,600 Eaton ordinary shares. This post-transaction holding reflects his remaining equity stake following the automatic share withholdings tied to his vested performance and restricted stock awards.

What does transaction code F mean in the Eaton (ETN) Form 4?

Transaction code F indicates shares were used to pay an exercise price or tax liability. In this Eaton filing, it specifically refers to ordinary shares withheld to cover taxes from the settlement of vested performance share awards and restricted stock units.